EXHIBIT a(1)(b)
AMENDMENT NO. 1
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP
This Amendment No. 1 to the Amended and Restated Agreement and
Declaration of Trust of AIM Funds Group (this "Amendment") amends, effective as
of July 1, 2002, the Amended and Restated Agreement and Declaration of Trust of
AIM Funds Group (the "Trust") dated as of May 15, 2002 (the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be
executed by a duly authorized officer of the Trust.
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:
"SCHEDULE A
AIM FUNDS GROUP
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
AIM Balanced Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Basic Balanced Fund Class A Shares
Class B Shares
Class C Shares
AIM European Small Company Fund Class A Shares
Class B Shares
Class C Shares
AIM Global Utilities Fund Class A Shares
Class B Shares
Class C Shares
AIM International Emerging Growth Fund Class A Shares
Class B Shares
Class C Shares
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
AIM Mid Cap Basic Value Fund Class A Shares
Class B Shares
Class C Shares
AIM New Technology Fund Class A Shares
Class B Shares
Class C Shares
AIM Select Equity Fund Class A Shares
Class B Shares
Class C Shares
AIM Small Cap Equity Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
AIM Premier Equity Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Premier Equity II Fund Class A Shares
Class B Shares
Class C Shares
AIM Worldwide Spectrum Fund Class A Shares
Class B Shares
Class C Shares"
2. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
3. Except as specifically amended by this Amendment, the Agreement is
hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of May 15, 2002.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
